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454230 MCGLADREY - CONTRACT - RFP - 7516 AUDIT SERVICES
Professional Services Agreement 7516 Audit Services Page 1 of 25 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MCGLADREY LLP, hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of six (6) pages, and Exhibit “B” Additional Terms of Engagement, consisting of six (6) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence October 1, 2013, and shall continue in full force and effect until September 30, 2014, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 2 of 25 and sent to the following addresses: Professional: City: Copy to: McGladrey LLP Attn: Kevin Smith 555-17th Street, Suite 1000 Denver, CO 80202 City of Fort Collins Attn: John Voss PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of $1,000,000, in accordance with Exhibit , consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in accordance with Exhibit “C” consisting of two (2) pages, attached hereto and incorporated herein. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 3 of 25 plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 9. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 4 of 25 the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 5 of 25 15. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 6 of 25 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 16. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Proposer Guarantees, consisting of one (1) page; Exhibit “E” - Proposer Warranties, consisting of one (1) page; Exhibit “F” – Insurance, consisting of one (1) page; and Exhibit "G" - Confidentiality, consisting of one (1) pages, attached hereto and incorporated herein by this reference. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 7 of 25 THE CITY OF FORT COLLINS, COLORADO By: _________________________________ Gerry Paul Director of Purchasing & Risk Management DATE: ______________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney MCGLADREY LLP By: __________________________________ Title: _______________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date: _______________________________ DocuSign Envelope ID: FEA47F6E-9F05-42CF-84BF-51B1D4B0A04D DocuSign Envelope ID: C98AF309-0427-4315-BD93-F36F80E267B5 11/7/2013 Professional Services Agreement 7516 Audit Services Page 8 of 25 EXHIBIT A SCOPE OF SERVICES SECTION 1 – GENERAL SCOPE OF SERVICES A. Scope of Services to be Performed 1. The City of Fort Collins desires the auditor to express an opinion on the fair presentation of its governmental activities, its business-type activities, its aggregate discretely presented component units, each of its major funds, and its aggregate remaining fund information in conformity with generally accepted accounting principles. 2. The City of Fort Collins also desires the auditor to express an opinion on the fair presentation of its combining and individual fund financial statements and schedules in conformity with generally accepted accounting principles. The auditor is not required to audit the supporting schedules contained in the comprehensive annual financial report. However, the auditor is to provide an "in-relation-to" opinion on the supporting schedules based on the auditing procedures applied during the audit of the basic financial statements and the combining and individual fund financial statements and schedules. The auditor is not required to audit the introductory section of the report or the statistical section of the report. 3. The auditor shall also be responsible for performing certain limited procedures involving required supplementary information required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards. 4. The auditor is not required to audit the schedule of expenditures of federal awards. However, the auditor is to provide an "in-relation-to" report on that schedule based on the auditing procedures applied during the audit of the financial statements. B. Auditing Standards To Be Followed 1. To meet the requirements of this request for proposals, the audit shall be performed in accordance with generally accepting auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the U.S. Government Accountability Office's Government Auditing Standards (1994), the provisions of the Single Audit Act of 1984 (as amended in 1996) and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, Audits of State and Local Governments. C. Reports to be Issued Following the completion of the audit of the fiscal year's financial statements, the auditor shall issue: 1. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles, including an opinion on the fair presentation of the supplementary schedule of expenditures of federal awards in relation to the audited financial statements. 2. A report on compliance and internal control over financial reporting based on an audit of the financial statements 3. A report on compliance and internal control over compliance applicable to each major federal program. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 9 of 25 In the required report[s] on compliance and internal controls, the auditor shall communicate any significant deficiency or material weakness found during the audit. A significant deficiency shall be defined as a control deficiency, or combination of control deficiencies, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected. A material weakness shall be defined as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Significant deficiencies that are also material weaknesses shall be identified as such in the report. Control deficiencies discovered by the auditors that are neither significant deficiencies nor material weaknesses shall be reported in a separate letter to management, which shall be referred to in the report[s] on compliance and internal controls. A control deficiency shall be deemed to have occurred whenever the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The report on compliance and internal controls shall include all material instances of noncompliance. All nonmaterial instances of noncompliance shall be reported in a separate management letter, which shall be referred to in the report on compliance and internal controls. 4. Irregularities and illegal acts. Auditors shall be required to make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties: x Mayor and Council Members of the City of Fort Collins x Council Finance Committee x City Manager x Chief Financial Officer x Controller/Assistant Financial Officer 5. Reporting to the Council Finance Committee. Auditors shall assure themselves that the City of Fort Collins's Council Finance Committee is informed of each of the following: x The auditor's responsibility under generally accepted auditing standards x Significant accounting policies x Management judgments and accounting estimates x Significant audit adjustments x Auditor’s judgments about the quality of the entity’s accounting principles x Other information in documents containing audited financial statements x Disagreements with management x Management consultation with other accountants x Major issues discussed with management prior to retention x Difficulties encountered in performing the audit D. Special Considerations 1. The City of Fort Collins will send its comprehensive annual financial report to the Government Finance Officers Association of the United States and Canada for review in their Certificate of Achievement for Excellence in Financial Reporting program. It is DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 10 of 25 anticipated that the auditor will not be required to provide special assistance to the City of Fort Collins to meet the requirements of that program. 2. The City of Fort Collins currently anticipates it will prepare one or more official statements in connection with the sale of debt securities which will contain the general purpose financial statements and the auditor's report thereon. The auditor shall be required, if requested by the fiscal advisor and/or the underwriter, to issue a "consent and citation of expertise" as the auditor and any necessary "comfort letters." 3. The City of Fort Collins has determined that no specific United States Department functions as the cognizant agencies in accordance with the provisions of the Single Audit Act of 1984 (as amended in 1996) and U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. All federal awards and related expenditures are reported to the Federal Clearinghouse. 4. The Schedule of Expenditures of Federal Awards and related auditor's report, as well as the reports on compliance and internal controls are not to be included in the comprehensive annual financial report, but are to be issued separately. 5. A list of findings and other weaknesses from the City of Fort Collins's most recent financial statement audit, as well as a list of findings from internal audits conducted during the most recent fiscal period to be audited may be found at http://fcgov.com/finance/?departments. E. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditor's expense, for a minimum of three (3) years, unless the firm is notified in writing by the City of Fort Collins of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees: 1. City of Fort Collins 2. U.S. Government Accountability Office (GAO) 3. Parties designated by the federal or state governments or by the City of Fort Collins as part of an audit quality review process 4. Auditors of entities of which the City of Fort Collins is a subrecipient of grant funds 5. Auditors of entities of which the City of Fort Collins is a component unit 6. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. F. Schedule for the 2013 Fiscal Year Audit (A similar time schedule will be developed for audits of future fiscal years if the City of Fort Collins exercises its option for additional audits). Each of the following should be completed by the dates indicated, unless otherwise approved by both the City and Auditor. 1. Interim Field Work The auditor shall complete interim work by November 15th. 2. Detailed Audit Plan DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 11 of 25 The Auditor shall provide the City at least 1 month before interim and final field work a detailed audit plan and a list of all schedules to be prepared by the City. 3. Fieldwork The auditor shall complete all fieldwork by May 15th. 4. City Charter Requirement for Public Notification of Summary Financials In accordance with the City of Fort Collins Charter, Article II, Section 17, a summary of the independent audit of the City’s financial records needs to be published no later than May 31st. In order to meet this deadline, staff request the auditors complete review of the summary by May 24th. 5. City Prepared Reports Fund Financial Statements, Notes and Required Supplementary Information - The City shall have drafts ready for auditing on the first day of final field work. Financial Statements – The City shall complete the management’s discussion and analysis, government wide financial statements, fund financial statements, notes, required supplementary information and all elements of a Comprehensive Annual Financial Report by May 15th. The Auditor shall provide all corrections, suggestions and comments to the City by June 1. 6. Auditor Prepared Reports Opinion Letters, Single Audit Reports, and Management Letter - The auditor shall have drafts of the audit report[s] and recommendations to management available for review by the City by June 1st. The City shall have all comments and suggestions on these items by June 8th. The Auditor will print and deliver the final reports by June 15th. Number of Auditor Reports – For the City of Fort Collins, the Auditor shall print 100 Opinion Letters, 25 Single Audit Reports, and 25 Management Letter Reports by June 15. For the Poudre River Public Library District and the Poudre Fire Authority, the Auditor shall print, for each, 25 Financial Statements, including Opinion Letter, and 25 Management Letter Reports by June 30. The auditor should deliver all reports to the Controller/Assistant Financial Officer at 215 North Mason Street, 2nd Floor, Fort Collins, CO 80522-0580. 7. Presentation to Governing Bodies The auditor shall present the results of the audit and the management letter to the governing bodies of City of Fort Collins Council Finance and Audit Committee, the Poudre River Public Library District Board, and the Poudre Fire Authority Board by August 31. SECTION 2 - TIME REQUIREMENTS A. Date Audit May Commence The City of Fort Collins will have all records ready for audit and all management personnel available to meet with the firm's personnel as of October 1, 2013. B. Schedule for the 2013 Fiscal Year Audit (A similar time schedule will be developed for audits of future fiscal years if the City of Fort Collins exercises its option for additional audits). Each of the following should be completed by the auditor no later than the dates indicated. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 12 of 25 1. Interim Work The auditor shall complete interim work by December 15th. 2. Detailed Audit Plan The auditor shall provide City of Fort Collins by December 31st both a detailed audit plan and a list of all schedules to be prepared by the City of Fort Collins. 3. Fieldwork The auditor shall complete all fieldwork by May 15th. 4. City Charter Requirement for Public Notification of Summary Financials In accordance with the City of Fort Collins Charter, Article II, Section 17, a summary of the independent audit of the City’s financial records needs to be published no later than May 31st. In order to meet this deadline, staff request the auditors complete review of the summary by May 24th. 5. Draft Reports The auditor shall have drafts of the audit report[s] and recommendations to management available for review by the Chief Financial Officer and Controller/ Assistant Financial Offer by June 1st. C. Date Opinion Letter and Single Audit Report is Due The City staff shall prepare draft financial statements, notes and all required supplementary schedules by May 1st. The auditor shall provide a draft of all recommendations, revisions and suggestions for improvement to the Chief Fiscal Officer and Controller/Assistant Financial Officer by June 1st. The final signed opinion letter should be provided electronically for inclusion in the CAFR no later than June 15th. SECTION 3 - ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION A. Finance Department and Clerical Assistance The finance department staff and responsible management personnel will be available during the audit to assist the firm by providing information, documentation and explanations. The preparation of confirmations will be the responsibility of the City on Auditor approved forms. B. Electronic Data Processing (EDP) Assistance The Enterprise Resource Planning (ERP) personnel will be available to assist the auditor in performing the engagement during normal working hours, with reasonable advanced notice. ERP personnel will also be available to provide systems documentation and explanations. The auditor will be provided reasonable computer time and the use of the City of Fort Collins's computer hardware and software. This will be limited to inquiry and review of accounting records. C. Statements and Schedules to be Prepared by the Staff of the City of Fort Collins The staff of City of Fort Collins will prepare the following statements and schedules for the auditor by the dates indicated: DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 13 of 25 Statement or Schedule Date Fund statements April 15 Notes April 22 MD&A May 1 Government Wide May 1 Statistical, Intro Section May 7 E. Work Area, Telephones, Photocopying and FAX Machines The City of Fort Collins will provide the auditor with reasonable work space, desks and chairs. The auditor will also be provided with access to one telephone lines, photocopying facilities and FAX machines. F. Report Preparation Report preparation, editing and printing shall be the responsibility of the auditor. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 14 of 25 EXHIBIT B ADDITIONAL TERMS OF ENGAGEMENT The Objective and Scope of the Audit of the Financial Statements You have requested that we audit the financial statements of the City of Fort Collins, Colorado (the “City”), which comprise governmental activities, business-type activities, aggregate discretely presented component units, each major fund and aggregate remaining fund information as of and for the year-ended December 31, 2013 which collectively comprise the basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter. Our audit will be conducted with the objective of our expressing an opinion on the financial statements. We will also report on whether certain supplemental information (combining nonmajor fund financial statement and the City’s schedule of expenditures of federal awards) is fairly stated in all material respects in relation to the financial statements as a whole. We will also perform the audit of the City of Fort Collins, Colorado as of December 31, 2013, so as to satisfy the audit requirements imposed by the Single Audit Act and the U. S. Office of Management and Budget (OMB) Circular No. A-133. The Responsibilities of the Auditor We will conduct our audit in accordance with auditing standards generally accepted in the United States of America (GAAS); “Government Auditing Standards” issued by the Comptroller General of the United States; the provisions of the Single Audit Act, OMB Circular A-133, and OMB’s Compliance Supplement. Those standards, circulars, or supplements require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS. Also, an audit is not designed to detect errors or fraud that are immaterial to the financial statements. The determination of abuse is subjective; therefore, Government Auditing Standards do not expect us to provide reasonable assurance of detecting abuse. In making our risk assessments, we consider internal control relevant to the City’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. We will also communicate to the City Council (a) any fraud involving senior management and fraud (whether caused by senior management or other employees) that causes a material misstatement of the financial statements that becomes known to us during the audit, and (b) any instances of noncompliance with laws and regulations that we become aware of during the audit DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 15 of 25 (unless they are clearly inconsequential). The funds that you have told us are maintained by the City and that are to be included as part of our audit are listed in the City’s December 31, 2012 Comprehensive Annual Financial Report (CAFR). Any changes in the funds reported will be communicated to us upon commencement of fieldwork. The component units whose financial statements you have told us are to be included as part of the City's basic financial statements is the Fort Collins Colorado Downtown Development Authority, a discretely presented component unit, and the Urban Renewal Authority, a blended component unit. There are no component units whose financial statements you have told us will be omitted from the basic financial statements. The federal financial assistance programs and awards that you have told us that the City of Fort Collins, Colorado participates in and that are to be included as part of the single audit are listed in the City’s December 31, 2012 Compliance Report. Any changes in federal programs will be communicated to us upon commencement of fieldwork. Our reports on internal control will include any significant deficiencies and material weaknesses in controls of which we become aware as a result of obtaining an understanding of internal control and performing tests of internal control consistent with requirements of the standards and circulars identified above. Our reports on compliance matters will address material errors, fraud, abuse, violations of compliance obligations, and other responsibilities imposed by state and federal statutes and regulations or assumed by contracts, and any state or federal grant, entitlement, or loan program questioned costs of which we become aware, consistent with requirements of the standards and circulars identified above. The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Our audit will be conducted on the basis that management acknowledge and understand that they have responsibility: a. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; b. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; c. For establishing and maintaining effective internal control over financial reporting and for informing us of all significant deficiencies and material weaknesses in the design or operation of such controls of which it has knowledge; d. For identifying and ensuring that the City complies with the laws and regulations applicable to its activities, and for informing us about all known material violations of such laws or regulations. In addition, management is responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the City involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on the financial statements. Management is also responsible for informing us of its knowledge of any allegations of fraud or suspected fraud affecting the City received in communications DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 16 of 25 from employees, former employees, analysts, regulators, or others; e. For (a) making us aware of significant vendor relationships where the vendor is responsible for program compliance, (b) following up and taking corrective action on audit findings, including the preparation of a summary schedule of prior audit findings, and a corrective action plan, and (c) report distribution including submitting the reporting package(s);and f. To provide us with: (1) Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters; (2) Additional information that we may request from management for the purpose of the audit; (3) Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence; (4) When applicable, a summary schedule of prior audit findings for inclusion in the single audit reporting package; and (5) If applicable, responses to any findings reported on the schedule of findings and questioned costs. As part of our audit process, we will request from management written confirmation concerning representations made to us in connection with the audit including among other items: a. That management has fulfilled its responsibilities as set out in the terms of this letter; and b. That it believes the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Management is responsible for identifying and ensuring that the City complies with the laws and regulations applicable to its activities, and for informing us about all known material violations of such laws or regulations. In addition, management is responsible for the design and implementation of programs and controls to prevent and detect fraud or abuse, and for informing us about all known or suspected fraud or abuse affecting the City involving management, employees who have significant roles in internal control, and others where the fraud or abuse could have a material effect on the financial statements or compliance. Management is also responsible for informing us of its knowledge of any allegations of fraud or abuse or suspected fraud or abuse affecting the City received in communications from employees, former employees, analysts, regulators, short sellers, or others. Management is responsible for the preparation of the required supplementary information and supplementary information presented in relation to the financial statements as a whole in accordance with accounting principles generally accepted in the United States of America and the Governmental Accounting Standards Board. Management agrees to include the auditor’s report on the RSI and supplementary information in any document that contains the supplementary information and that indicates that the auditor has reported on such RSI and supplementary information. Management also agrees to present the supplementary information with the audited financial statements or, if the supplementary information will not be presented with audited financial statements, to make the audited financial statements readily available to the intended users of the supplementary information no later than the date of issuance of the supplementary information and the auditor’s report thereon. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 17 of 25 The City Council is responsible for informing us of its views about the risks of fraud or abuse within the City, and its knowledge of any fraud or abuse or suspected fraud or abuse affecting the City. You have informed us that you may issue public debt in the future and that you may include our report on your financial statements in the offering statement. You have further informed us that you do not intend that we be associated with the proposed offering. We agree that our association with any proposed offering is not necessary, providing the City of Fort Collins, Colorado agrees to clearly indicate that we are not associated with the contents of any such official statement or memorandum. The City of Fort Collins, Colorado agrees that the following disclosure will be prominently displayed in any such official statement or memorandum: McGladrey LLP, our independent auditor, has not been engaged to perform, and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. McGladrey LLP also has not performed any procedures relating to this official statement. Because McGladrey LLP will rely on the City of Fort Collins, Colorado and its management and City Council to discharge the foregoing responsibilities, the City of Fort Collins, Colorado holds harmless and releases McGladrey LLP, its partners, and employees from all claims, liabilities, losses, and costs arising in circumstances where there has been a knowing misrepresentation by a member of the City of Fort Collins, Colorado’s management which has caused, in any respect, McGladrey LLP’s breach of contract or negligence. This provision shall survive the termination of this arrangement for services. City of Fort Collins, Colorado’s Records and Assistance If circumstances arise relating to the condition of the City’s records, the availability of appropriate audit evidence, or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting, or misappropriation of assets, which in our professional judgment, prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion, issue a report, or withdraw from the engagement. During the course of our engagement, we may accumulate records containing data that should be reflected in the City’s books and records. The City will determine that all such data, if necessary, will be so reflected. Accordingly, the City will not expect us to maintain copies of such records in our possession. The assistance to be supplied by City personnel, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with John Voss, Controller/Assistant Financial Officer. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report. Other Relevant Information From time to time and depending upon the circumstances, we may use third-party service providers to assist us in providing professional services to you. In such circumstances, it may be necessary for us to disclose confidential client information to them. We enter into confidentiality DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 18 of 25 agreements with all third-party service providers and we are satisfied that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In accordance with Government Auditing Standards, a copy of our most recent peer review has been provided to you in our response to the City’s RFP dated July 16, 2013. Fees, Costs, and Access to Workpapers Our fees for the audit and accounting services described above are based upon the value of the services performed and the time required by the individuals assigned to the engagement, plus direct expenses. Our fee estimate and completion of our work is based upon the following criteria: a. Anticipated cooperation from City personnel b. Timely responses to our inquiries c. Timely completion and delivery of client assistance requests d. Timely communication of all significant accounting and financial reporting matters e. The assumption that unexpected circumstances will not be encountered during the engagement If any of the aforementioned criteria are not met, then fees may increase. Interim billings will be submitted as work progresses and as expenses are incurred. Billings are due upon submission. Our fee for the services described in this letter will not exceed $82,900 unless the scope of the engagement is changed. Our professional standards require that we perform certain additional procedures, on current and previous years’ engagements, whenever a partner or professional employee leaves the firm and is subsequently employed by or associated with a client in a key position. Accordingly, the City agrees it will compensate McGladrey LLP for any additional costs incurred as a result of the City’s employment of a partner or professional employee of McGladrey LLP. In the event we are requested or authorized by the City or are required by government regulation, subpoena, or other legal process to produce our documents or our personnel as witnesses with respect to our engagement for the City, the City will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests. The documentation for this engagement is the property of McGladrey LLP. However, you acknowledge and grant your assent that representatives of the cognizant or oversight agency or their designee, other government audit staffs, and the U.S. Government Accountability Office shall have access to the audit documentation upon their request and that we shall maintain the audit documentation for a period of at least three years after the date of the report, or for a longer period if we are requested to do so by the cognizant or oversight agency. Access to requested documentation will be provided under the supervision of McGladrey LLP audit personnel and at a location designated by our Firm. You have informed us that you intend to prepare a CAFR and submit it for evaluation by the Government Finance Officers Association's Certificate of Achievement for Excellence in DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 19 of 25 Financial Reporting. Our association with the CAFR is to consist of technical review. Claim Resolution The City and McGladrey LLP agree that no claim arising out of services rendered pursuant to this agreement shall be filed more than two years after the date of the audit report issued by McGladrey LLP or the date of this arrangement letter if no report has been issued. The City waives any claim for punitive damages. McGladrey LLP’s liability for all claims, damages and costs of the City arising from this engagement is limited to the amount of fees paid by the City to McGladrey LLP for the services rendered under this arrangement letter. Reporting We will issue a written report upon completion of our audit of the City’s financial statements. Our report will be addressed to the City of Council of the City of Fort Collins, Colorado. We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, add an emphasis-of-matter or other-matter paragraph(s), or withdraw from the engagement. In addition to our report on the City’s financial statements, we will also issue the following types of reports: • A report on the fairness of the presentation of the City of Fort Collins, Colorado's schedule of expenditures of federal awards for the year ending December 31, 2013. • Reports on internal control related to the financial statements, and major programs. These reports will describe the scope of testing of internal control and the results of our tests of internal controls. • Reports on compliance with laws, regulations, and the provisions of contracts or grant agreements. We will report on any noncompliance which could have a material effect on the financial statements and any noncompliance which could have a material effect, as defined by OMB Circular A-133, on each major program. • A schedule of findings and questioned costs. • Separately issued audit reports for the Poudre Fire Authority and the Poudre River Public Library District which comprise governmental activities and each major fund as of and for the year-ended December 31, 2013. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 20 of 25 EXHIBIT C SCHEDULE OF PROFESSIONAL FEES & EXPENSES FOR ADDITIONAL SERVICES NATURE OF SERVICE TO BE PROVIDED MAXIMUM ALL-INCLUSIVE TOTAL PRICE 2013 Audits of City, Poudre Fire Authority and Library District $ 82,900 2014 Audits of City, Poudre Fire Authority and Library District $ 85,300 2015 Audits of City, Poudre Fire Authority and Library District $ 87,800 2016 Audits of City, Poudre Fire Authority and Library District $ 90,400 2017 Audits of City, Poudre Fire Authority and Library District $ 93,100 Of the Total all-inclusive maximum price for the 2013 audit, please estimate the expected costs for the services related to the Library District and the Poudre Fire Authority: x Library District $ 5,000 x Poudre Fire Authority $ 7,500 Proposer: McGladrey LLP Signature: Printed: Kevin Smith, Partner Address: 555-17th Street, Suite 1000 City/State/Zip: Denver, CO 80202 Phone: 303-298-6499 Email: kevin.smith@mcgladrey.com DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 21 of 25 EXHIBIT C SCHEDULE OF PROFESSIONAL FEES AND EXPENSES This schedule should reflect the hourly rates for any additional work outside the scope of this RFP if the City requests it. STANDARD HOURLY RATES QUOTED HOURLY RATES Partners $ 460 $ 200 Managers $ 240 $ 130 Supervisory Staff $ 135 $ 100 Staff $ 115 $ 85 Other (specify): $ $ $ $ $ $ $ $ ADDITIONAL COSTS Out-of-pocket expenses: $ -- Meals and lodging (amount per person per day) $ -- Transportation (cents-per-mile) $ -- Other (specify): $ -- $ $ $ DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 22 of 25 EXHIBIT D PROPOSER GUARANTEES The Proposer certifies it can and will provide and make available all services set forth in Scope of Work and Time Requirements. Signature of Official: Printed: Kevin Smith Title: Partner Date: LIST OF PRINCIPALS The names and titles of the Proposer’s principals are: 1. Kevin Smith, Partner 2. 3. 4. 5. Proposer: McGladrey LLP Address: 555-17th Street, Suite 1000 City/State/Zip: Denver, CO 80202 Phone: 303-298-6499 Email: kevin.smith@mcgladrey.com DocuSign Envelope ID: FEA47F6E-9F05-42CF-84BF-51B1D4B0A04D DocuSign Envelope ID: C98AF309-0427-4315-BD93-F36F80E267B5 Professional Services Agreement 7516 Audit Services Page 23 of 25 EXHIBIT E PROPOSER WARRANTIES A. Proposer warrants that it is willing and able to comply with State of Colorado laws with respect to foreign (non-state of Colorado) corporations. B. Proposer warrants, that if it is awarded the contract it shall obtain and maintain during the Agreement term the following insurance coverage’s with policy limits in accordance with NORA specifications: 1. Errors and omissions coverage for the willful or negligent acts, or omissions of any officers, employees or agents thereof; 2. Professional liability coverage; 3. Comprehensive general liability coverage; 4. Automobile liability coverage, including hired and non-owned vehicles; and 5. Workers’ compensation. Waiver of subrogation and hold harmless agreements will be agreed to for all of the above coverage. The City shall be named an additional insured for all insurance coverage. C. Proposer warrants that it will not delegate or subcontract its responsibilities under the contract without the prior written permission of the City of Fort Collins. D. Proposer warrants that all information provided by it in connection with this proposal is true and accurate. Signature of Official: Name: Kevin Smith (Print or type) Title: Partner Firm: McGladrey LLP Date: DocuSign Envelope ID: FEA47F6E-9F05-42CF-84BF-51B1D4B0A04D DocuSign Envelope ID: C98AF309-0427-4315-BD93-F36F80E267B5 Professional Services Agreement 7516 Audit Services Page 24 of 25 EXHIBIT F INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D Professional Services Agreement 7516 Audit Services Page 25 of 25 EXHIBIT G CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign DocuSign Envelope Envelope ID: ID: FEA47F6E-C98AF309-0427-9F05-4315-42CF-BD93-84BF-F36F80E267B5 51B1D4B0A04D CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 2 2 Kansas City �� �� Other deductibles may apply as per policy terms and conditions.�� Certificate of Liability Insurance 824056 Marsh USA Inc.� One South Wacker Drive, Suite 800� McGladrey LLP� Chicago, IL 60606 25 DocuSign Envelope ID: C98AF309-0427-4315-BD93-F36F80E267B5 PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. B REastm 1,000,000 11/30/2013 90-18524-04 Keith A. Stiles X CHI-004781909-02 1,000,000 5,000,000 90-18524-02 (WI) 20281 5,000,000 Deductible: of Marsh USA Inc. N 11/30/2012 X 2,000,000 11/30/2012 7 11/30/2013 11/30/2012 A 28460 11/30/2013 90-18524-05 (AOS) Property A 2,000,000 1,000,000 X 23035 Federal Insurance Company 1,000,000 X C X 11/07/2013 102813 25,000 11/30/2012 1,000,000 The City of Fort Collins, its officers, agents and employees are included as additional insured where required by written contract with respect to general and auto liabilities for 7516 Audit Services. 11/30/2012 City of Fort Collins - Gerry Paul� Sentry Casualty Company X A Liberty Mutual Fire Insurance Company 824056-MP-GAWUP-12-13 Blanket Limit: 10,000 11/30/2013 1,000,000 9364-18-93 11/30/2013 D 90-18524-06 (MA) 24988 1,000,000 1,000,000 11/30/2013 90-18524-01 (AOS) 2405 Grand Boulevard, #900� Marsh USA Inc.� X Kansas City, MO 64108 X One South Wacker Drive, Suite 800� McGladrey LLP� Chicago, IL 60606 X YU2-L9L-460316-012 11/30/2012 Fort Collins, CO 80522 215 N. Mason Street, 2nd Floor, PO Box 580� 11/30/2012 A 11/30/2013 Sentry Insurance A Mutual Co DocuSign Envelope ID: C98AF309-0427-4315-BD93-F36F80E267B5